I'm just a little black rain cloud Hovering under the honey tree I'm only a little black rain cloud Pay no attention to little me Oh, everyone knows that a rain cloud Never eats honey, no, not a nip I'm just floating around over the ground Wondering' where I will drip I'm not a hungry old Pooh bear I'm just a little black honey cloud No one knows better than me bees Stealing your honey is not allowed. You, know a hungry old Pooh cloud Never gets hungry no, not at all I'm just floating around over on the ground Wondering' where i will fall.

In 1964 when the Sherman Brothers were preparing to demonstrate the song for Walt Disney, Robert Sherman reminded his brother Richard that Disney was from the midwest and that he didn't pronounce the word, "hover" like Californians would. Instead he would pronounce it more like, "hoovering". This is how a midwesterner would say it. As Richard played the piano and sang, he repeatedly stumbled over the lyric, unable to get past the second line of the song. After a few tries Disney reportedly said, "Why don't you just tell us about it, Dick."